Terms & Conditions
Terms and Conditions of Sale
In these conditions
“Contract” means the Order and the Vendor’s acceptance of the Order.
“Goods” mean the goods or commodities agreed in the Contract to be supplied to the Purchaser by the Vendor.
“Order” means the Purchaser’s written order, or verbal order for the supply of Goods, incorporating these conditions.
“Purchaser” means the person, firm, or company placing the order with the Vendor, either verbally or a written order.
“Price” means the price for the goods, excluding VAT, notified by the Vendor to the Purchaser in the Contract, subject to alteration as permitted by these conditions.
“Sale Confirmation” means the Vendor’s written acceptance of the order, and
“Vendor” means G.A. Imports Ltd, or such other trading name, subsidiary or associated company of G.A.Imports Ltd with whom the Purchaser makes the Contract.
a) These conditions are the only conditions upon which the Vendor is prepared to deal with the Purchaser and they shall govern the Contract to the entire exclusion of all terms and conditions sought to be imposed by the Purchaser.
b) Each Order for Goods by the Purchaser from the Vendor shall be deemed to be an offer by the Purchaser to purchase Goods subject to these terms and conditions. Acceptance of delivery of the Goods, shall be deemed conclusive evidence of the Purchasers acceptance of these terms and conditions. The Vendor shall not be bound by any Order not accepted by it, as evidenced by the issue of the Sales Invoice
c) These terms and conditions apply to all sales of the Vendor and can only be varied if such variation is agreed in writing by the Vendor to the Purchaser.
The Vendor contracts as a principle only (unless stated otherwise in the contract). The Purchaser shall be deemed to have bought as principle and not otherwise. The contract shall be personal to the Purchaser and may not be assigned without the written consent of the Vendor.
The price quoted by the Vendor for the Goods is based on current production, and shipment and delivery costs, (as applicable) at the date of the contract. If between the date of the contract and the date upon which the Goods are ready for delivery an increase in these costs shall be imposed on the Vendor, the Vendor has the right to ask for an additional sum from the Purchaser equivalent to the increased cost to the Vendor of the material or Goods supplied plus any increase in shipping/delivery costs. All prices are subject to addition of VAT when appropriate.
The price is for the quantities and delivery/shipment conditions agreed between the Vendor and the Purchaser in the Contract, or Invoice.
The Purchaser shall, in addition to the Price, pay all relevant additional charges as set out in clause V1 (Additional Charges) below.
V) Cancellation or Suspension
a) No cancellation by the Purchaser is permitted except where expressly agreed by the Vendor in writing.
b) The Purchaser will in the event of agreed cancellation by the Purchaser indemnify the Vendor fully against all expenses incurred up to the time of such cancellation.
V1) Additional Charges
The Purchaser shall bear all charges for collection, packaging, shipment, cartage, warehousing, insurance, and other expenses incurred by the Vendor in the delivery of the Goods unless the Contract specifies that the price includes delivery and these charges.
The Vendor may in its absolute discretion make a reasonable charge for the custody of such Goods or any part thereof including financing costs retained by the Vendor where the Purchaser does not accept delivery when pre offered by the Vendor.
Any delay in acceptance of the Goods by the Purchaser may incur penal rent charges and storage charges. The Purchaser is solely responsible for these charges.
The Vendor may in its absolute discretion charge delivery costs against the Purchaser, if an order has been dispatched, and the Purchaser does not accept delivery, or is not present to accept delivery.
Demurrage charges may be levied at a reasonable rate, where discharge of the Vendors/Vendors sub contractor’s vehicle takes in excess of 2 hours.
V11) Proper Law
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by and construed in accordance with the law of England and the parties submit to the exclusive jurisdiction of the English Courts.
If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly invalid, void, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
Failure or delay by the Vendor in enforcing or partly enforcing any provision of the Contract will not be construed as a waver of any of its rights under the contract.
Any waiver by the Vendor of any breach of, or default under, and provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
The parties to this contract do not intend that any term of this contract will be enforceable by virtue of the Contracts (Right of Third Parties) Act 1999 by any person that is not a party to it.
These conditions constitute the entire and only agreement between the parties relating to the Contract and supersede and extinguish any agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating to or in connection with the Contract.
Unless otherwise agreed in writing the Vendor shall arrange for delivery of the Goods to be made to the Purchaser’s store and at a time notified by the Vendor or its sub-contractor to the Purchaser.
The Vendor will use all reasonable means to deliver the Goods within the time specified by the Vendor in the Contract, or verbally by either the Vendor, or their sub contractors. Whilst the Vendor will use all reasonable endeavours to estimate the time and date of the delivery accurately, delivery times are not to be construed as forming part of the contract. The Purchaser shall not be entitled to refuse to accept the Goods in the event of the Vendor (for whatever cause) being hindered or delayed in completing the Contract in whole or part by the estimated delivery date. The Vendor shall not be liable for any loss whatsoever or howsoever arising caused by any failure to deliver Goods by the estimated delivery date.
The Vendor may deliver Goods by instalments and each delivery shall be treated as a separate Contract. The Purchaser shall accept delivery of the Goods when delivered by on behalf of the Vendor and shall provide all instructions required to enable delivery to be carried out. If the Purchaser shall fail to provide such information the Vendor may cancel delivery and take such steps as it considers necessary to dispose of the Goods. The Purchaser shall indemnify the Vendor fully against any costs incurred by the Vendor as a result of such action or delay.
1V) FORCE MAJEURE
The Vendor reserves the right to defer the date of delivery, to cancel the Contract (in whole or in part) or to reallocate any available supply of goods at its discretion between its customers as it thinks fit if it is prevented from or delayed in carrying on of its business due to circumstances beyond the reasonable control of the Vendor including, without limitation, acts of God, governmental action, war or national emergency, acts of terrorism, protests riots, civil commotion, fire, explosion, flood, epidemic, lock outs, strikes, or other labour disputes, ( whether or not relating to either parties workforce), weather conditions preventing or delaying, felling or loading, discharging, shipping, or transportation or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials. The Vendor shall have no liability to the Purchaser for any such delay or cancellation of the contract.
Any processing to Goods which is carried out at the request of the Purchaser by a third party is carried out at the expense (where applicable) and at the risk of the Purchaser on the terms and conditions agreed between the Purchaser and that third party. The Purchaser agrees to indemnify and hold the Vendor harmless against any costs, liability or claim that the Vendor may suffer (howsoever arising) as a result of the processing by a third party.
VI) VARIATIONS IN QUANTITY
If the Vendor delivers an order, and there are shortages, or over shipments, or the inclusion therewith of Goods of a different description not included in the contract, this will not entitle the Purchaser to reject the whole consignment.
The Vendor warrants that it has the right to sell goods and that they are free from any charge or encumbrance unknown to the Purchaser and that they comply with the written terms and descriptions contained in the Contract.
Goods are not tested and no warranty is given or shall be implied that goods are suitable for any specific purposes.
The warranties set out in this clause are the only warranties given by the Vendor in respect of the Goods, and all other warranties, conditions and other terms relating to the Goods of whatever nature (save the condition implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
Where the goods in the contract are planed timber, nominal measures stated are for pricing purposes only and whilst in most cases these will represent the size of the timber prior to planning they are not to be construed as such.
While goods in the Contract are derived from timber, or are edge glued timber panels, measurements are approximate only, and reasonable tolerances from these sizes are permitted unless agreed to the contrary.
All Goods are carried within the United Kingdom under the Road Haulage Association conditions of carriage ( a copy of which can be supplied upon request) except to the extent that they are in conflict with these Conditions, in which case these conditions shall prevail.
IX) DELIVERY NOTES
All delivery notes either from the Vendor, or the Vendors sub-contractors, must be signed by the purchaser at delivery for the tally as stated thereon. Failure to endorse variations in quantity or damage to the Goods, will invalidate claims thereon. If a delivery note is not clearly signed for as checked, but the word “unchecked” is written on the delivery note by the Purchaser ( or similar wording with the same meaning is used) the purchaser MUST check the goods as regards quantity, quality, and damage before the expiry of the timeframe specified for making claims in clause 3 below. Failure to do this will invalidate any claims in these circumstances.
Any Claims made by the Purchaser in respect of error relating to the quality of the Goods delivered or relating to damage to Goods or otherwise relating to quality, grade and condition, which is visible on reasonable examination of the Goods, must be made in writing to the Vendor within seven days of the receipt of the Goods by the Purchaser. Failure to make such a claim within this time limit shall be deemed to be unconditional acceptance of the Goods delivered and a waiver by the Purchaser of all Claims of the types specified above. The Purchaser’s Claims will only be investigated in accordance with the normal trade practice, when Payment in full for the Goods has been made if due, or demanded in accordance with these terms and conditions, and the Vendor shall be under no liability whatsoever to the Purchaser if bulk is broken other than where necessary to make reasonable examination of the Goods. It is for the Purchaser in each case to establish the identification of the Goods claimed to have been supplied by the Vendor. (See also Cancellation and Suspension of Contract 1.V) Goods returned or rejected without the Vendors written consent will not be accepted for credit. It is agreed that the specification calculated by the Vendor (open to verification at the Vendors premises), will form the basis for credit where Goods are accepted by the Vendor as returned for credit.
The following provisions govern the Vendors entire liability (including any liability for the acts and omissions of its employees, agents, and sub-contractors) to the Purchaser in respect of:
Any breach of its contractual obligations under the contract, and:
Any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the contract, save that any exclusions or limitations shall not apply in the case of fraud or fraudulent concealment.
Any act or omission on the part of the Vendor or its employees, agents or sub-contractors falling within clause 3(1)a, above shall, for the purposes of this clause, be known as an “Event of Default”. If a number of Event of Default give rise to substantially the same loss they shall be regarded as giving rise to only one claim under the contract.
The Vendors liability to the Purchaser for death or personal injury arising from its negligence shall not be limited.
The Vendor shall not be liable to the Purchaser in respect of any Event of Default for: -
Loss of profits, loss of operations, loss of contracts, loss of market share or loss of good will.
Increased costs or expenses
Any type of special, indirect or consequential loss. Including such loss or damage suffered by the Purchaser as a result of any action brought by a third party, even if such loss was reasonably foreseeable or the Vendor had been advised of the possibility of the Purchaser incurring it.
The Vendor shall have no liability to the Purchaser in respect of an Event of Default unless the Purchaser serves notice of the same upon the Vendor within 12 months of the date it became aware of the circumstances giving rise to the Event of Default or the date it ought reasonably to have become so aware, which ever is the earlier.
Unless stated otherwise, the Vendors liability in contract, tort, breach of statutory duty or otherwise, including any liability for negligence, however caused arising out of or in connection with the Contract shall be limited to the Price, in respect of any Event of Default.
a) The Purchaser shall pay the price, together with all other sums due under the contract, to the Vendor in accordance with the terms of payment stated on the Contract.